During the review and/or markup of inbound contracts (a “Contract Under Analysis,” or “CUA,” or more generally a “Document Under Analysis,” or “DUA”), human reviewers often rely upon a list of clauses that they repeatedly insert manually into the counterparty's contract (“Typical Clauses”). Some current methods for storing such a clause list include storing the Typical Clauses in electronic spreadsheet or document processing programs, such as Microsoft's Excel® and Word®. When the reviewer wants to insert a clause into a CUA, they manually copy the clause and paste it into the CUA.
Often the terminology in the Typical Clauses does not match the terminology used in the CUA. For example, in a non-disclosure agreement, certain terminology may be used to reference confidential information, the party receiving confidential information, the party disclosing confidential information, and the agreement. The party receiving confidential information may be referred to as the “Recipient,” “Receiving Party,” “the Company,” or “you,” among others. Likewise, the confidential information may be referred to as the “Confidential Information,” the “Proprietary Information,” the “Evaluation Material,” or the “Information.” Similar variations may exist, e.g., for the party disclosing confidential information, the name of an agreement, among other terminology that may be used in CUA or DUA.
More generically, such terminology used throughout a DUA may be referred to herein as a “Slot,” and contracts in other domains may also contain slots. The Slots are often the parties to the contract, the subject of the contract, and the contract itself. For example, in a construction subcontract, the slots often refer to the “subcontractor,” the “general contractor,” the “project” and the “agreement.”
When adapting a Typical Clause for insertion into a document, the human reviewer typically undergoes a tedious and manual process to adjust the Slots in the Typical Clause to match the Slots used in the DUA. For example, a human reviewer may rely on search and replace functions to update all of the Slots in any Typical Clauses the reviewer seeks to insert into the DUA. Further, the forms of the Slots in any Typical Clauses might not be standardized, thus requiring the human reviewer to search and replace for all possible forms of each Slot, thus multiplicatively increasing the time to insert such clauses and/or leading to forms forgotten, which are erroneously ambiguous. The likelihood of an error is further compounded by the need for each Slot to appear correctly grammatically in context—for example, a simple search and replace changing “Receiving Party” to “you” would introduce errors replacing “the Receiving Party's” with “you's.” Thus, ensuring all appropriate substitutions have been identified, made, and had their context corrected grammatically represents a repetitive task that takes a lot of time to perform correctly and still has a high likelihood for error when all possible sources of human error are considered.